Apr 12, 2017 - CITIC CLSA Securities, Bank of China and Citi. âPRCâ the People's ... the United States of America, i
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities or an invitation to enter into any agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities. The material contained in this announcement are not for distribution or circulation, directly or indirectly, in or into the United States. This announcement is solely for the purpose of reference and does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities and the guarantee referred to herein have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the Company making the offer and its management and financial statements. The Company does not intend to make any offering of securities described herein in the United States.
(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 6030)
VOLUNTARY ANNOUNCEMENT DRAWDOWN UNDER THE GUARANTEED MEDIUM TERM NOTE PROGRAMME OF CITIC SECURITIES FINANCE MTN CO., LTD. Reference is made to the Company’s announcement dated 17 October 2014 in relation to establishment of the guaranteed medium term note programme by the Issuer, an indirect whollyowned subsidiary of the Company. Before this issuance, the Company had carried out drawdowns of USD1,089.68 million under the Programme. The Board is pleased to announce that on 11 April 2017, the Company, the Issuer and the Joint Lead Managers entered into the Subscription Agreement to carry out another drawdown under the Programme to offer and issue the Drawdown Notes in an aggregate nominal amount of USD800,000,000 (including an amount of USD300,000,000 for a 3-year term and an amount of USD500,000,000 for a 5-year term), which are issued in reliance on Regulation S under the U.S. Securities Act. The Drawdown Notes are denominated in USD, and unconditionally and irrevocably guaranteed by the Company. An application has been made by the Company and the Issuer to the Stock Exchange for the listing of and permission to deal in the Drawdown Notes by way of debt issues to professional investors (as defined under the SFO) only and such permission is expected to become effective on or about 21 April 2017.
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This is a voluntary announcement made by the Company.
DRAWDOWN UNDER THE PROGRAMME Reference is made to the Company’s announcement dated 17 October 2014 in relation to establishment of the guaranteed medium term note programme by the Issuer, an indirect whollyowned subsidiary of the Company. Before this issuance, the Company had carried out drawdowns of USD1,089.68 million under the Programme. The Board is pleased to announce that on 11 April 2017, the Company, the Issuer and the Joint Lead Managers entered into the Subscription Agreement to carry out another drawdown under the Programme to offer and issue the Drawdown Notes in an aggregate nominal amount of USD800,000,000 (including an amount of USD300,000,000 for a 3-year term and an amount of USD500,000,000 for a 5-year term), which are issued in reliance on Regulation S under the U.S. Securities Act. The Drawdown Notes are denominated in USD, and unconditionally and irrevocably guaranteed by the Company.
PRINCIPAL TERMS OF THE DRAWDOWN NOTES Issuer
:
CITIC Securities Finance MTN Co., Ltd.
Guarantor
:
the Company
Joint Lead Managers
:
CITIC CLSA Securities Bank of China Citi
Issue Currency
:
USD
Issue Size
:
USD300,000,000
Issue Price
:
99.826% of the aggregate nominal amount
Coupon
:
2.75% per annum
Maturity Date
:
20 April 2020
Pricing Date
:
11 April 2017
Issue Date
:
20 April 2017
3-year Term
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5-year Term Issue Size
:
USD500,000,000
Issue Price
:
99.552% of the aggregate nominal amount
Coupon
:
3.25% per annum
Maturity Date
:
20 April 2022
Pricing Date
:
11 April 2017
Issue Date
:
20 April 2017
The Issuer currently intends to use the net proceeds from the Drawdown Notes for on-lending to the member of the Group for general corporate purposes, including business operations, adjustments to corporate debt structure, working capital and project finance purposes, as permitted under applicable laws. An application has been made by the Company and the Issuer to the Stock Exchange for the listing of and permission to deal in the Drawdown Notes by way of debt issues to professional investors (as defined under the SFO) only and such permission is expected to become effective on or about 21 April 2017. Completion of the Subscription Agreement is subject to the satisfaction, or waiver, of the conditions precedent. In addition, the Subscription Agreement may be terminated by the Joint Lead Managers under certain circumstances. As the Subscription Agreement may or may not be completed and the issuance of the Notes may or may not proceed, shareholders of the Company and potential investors are reminded to exercise caution when dealing in the securities of the Company.
DEFINITIONS In this announcement, unless the context requires otherwise, the following expressions have the following meanings: “Board”
the board of directors of the Company
“Company”
CITIC Securities Company Limited, a joint stock limited company incorporated in the PRC with limited liability, whose overseas listed foreign invested shares are listed on the main board of the Stock Exchange and the domestic listed shares are listed on Shanghai Stock Exchange
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“Drawdown Notes”
USD800,000,000 notes, including USD300,000,000 2.75 per cent. notes due 2020 and USD500,000,000 3.25 per cent. notes due 2022, offered and issued by the Issuer and guaranteed by the Company pursuant to a drawdown under the Programme
“Group”
the Company and its subsidiaries from time to time
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Issuer”
CITIC Securities Finance MTN Co., Ltd., a company incorporated with limited liability in the British Virgin Islands and an indirect wholly-owned subsidiary of the Company
“Joint Lead Managers”
CITIC CLSA Securities, Bank of China and Citi
“PRC”
the People’s Republic of China excluding, for the purpose of this announcement, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
“Programme”
USD3,000,000,000 guaranteed medium term note programme established by the Issuer on 17 October 2014, as set out in the announcement of the Company dated 17 October 2014
“SFO”
the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), as amended from time to time
“Shareholder(s)”
holder(s) of the shares of the Company
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Subscription Agreement”
the subscription agreement dated 11 April 2017 entered into among the Company, the Issuer and the Joint Lead Managers in relation to the subscription of the Drawdown Notes
“U.S.” or “United States”
the United States of America, its territories and possessions and all areas subject to its jurisdiction
“U.S. Securities Act”
the United States Securities Act of 1933, as amended from time to time
“USD”
United States dollars, the lawful currency of the Unites States By order of the Board CITIC Securities Company Limited ZHANG Youjun Chairman
Beijing, the PRC 12 April 2017 As at the date of this announcement, the executive directors of the Company are Mr. ZHANG Youjun and Mr. YANG Minghui; the non-executive director is Mr. CHEN Zhong; and the independent non-executive directors are Mr. LIU Ke, Mr. HE Jia and Mr. CHAN, Charles Sheung Wai. 4
